PROSPECTUS SUPPLEMENT Filed Pursuant to Rule 424(b)(3) of
the Rules and Regulations Under the
(To Prospectus dated June 7, 1999, Securities Act of 1933
and to the Prospectus Supplements dated
July 22, 1999, August 11, 1999,
September 3, 1999, and October 5, 1999)
Registration Statement No. 333-65039
INSILCO HOLDING CO.
14% Senior Discount Notes Due 2008
---------------------------------
RECENT DEVELOPMENTS
- -------------------
Attached hereto and incorporated by reference herein are the Form 8-K
of Insilco Holding Co., dated November 4, 1999, filed with the Securities and
Exchange Commission ("SEC") on November 8, 1999, and the Quarterly Report on
Form 10-Q of Insilco Holding Co. for the third quarter ended September 30, 1999,
filed with the SEC on November 9, 1999.
---------------------------------
This Prospectus Supplement, together with the Prospectus, is to be used
by Donaldson, Lufkin & Jenrette Securities Corporation ("DLJSC") in connection
with offers and sale of the above-referenced securities in market-making
transactions at negotiated prices related to prevailing market prices at the
time of the sale.
DLJSC may act as principal or agent in such transactions.
November 12, 1999
<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 or 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT: NOVEMBER 4, 1999
INSILCO HOLDING CO.
(Exact Name of Registrant as specified in its charter)
Delaware 0-24813 06-1158291
-------- ------- ----------
(State or other jurisdiction (Commission (IRS Employer
of incorporation or organization) File No.) Identification Number)
425 Metro Place North
Fifth Floor
Dublin, Ohio 43017
(614) 792-0468
(Address, including zip code, and telephone number
including area code of Registrant's
principal executive offices)
<PAGE>
ITEM 5. OTHER EVENTS.
The Company's press release issued November 4, 1999 is attached as an exhibit
and is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
EXHIBIT NO. DESCRIPTION
----------- -----------
99 (a) Press release of the Company issued November 4, 1999.
2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
INSILCO HOLDING CO.
--------------------------------------
Registrant
Date: November 4, 1999 By: /s/ Michael R. Elia
----------------------------------
Michael R. Elia
Sr. Vice President and
Chief Financial Officer
3
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
99 (a) Press release of the Company issued November 4, 1999.
4
<PAGE>
EXHIBIT 99 (a)
Excellence in Electronics, Telecommunications, Automotive, Publishing
- --------------------------------------------------------------------------------
NEWS RELEASE
- --------------------------------------------------------------------------------
FOR IMMEDIATE RELEASE
INVESTORS: MICHAEL R. ELIA MEDIA: MELODYE DEMASTUS
SR. VICE PRESIDENT & CFO MELROSE CONSULTING
(614) 791-3117 (614) 771-0860
INSILCO HOLDING CO. REPORTS THIRD QUARTER 1999 RESULTS
COLUMBUS, OHIO, NOVEMBER 4, 1999 - INSILCO HOLDING CO. (OTC BULLETIN
BOARD: INSL) today reported sales and operating results for its third quarter
ended September 30, 1999.
Sales of $144.3 million were up 7% for the 1999 third quarter, compared
to $135.1 million recorded in the year ago third quarter. Third quarter sales
for 1999 included $17.0 million from acquisitions completed after the 1998 third
quarter. The Company reported a 13% increase in EBITDA (earnings before
interest, taxes, depreciation, amortization and non-operating items plus regular
cash dividends from Thermalex, the Company's 50% owned joint venture) of $16.2
million for the 1999 third quarter, compared to $14.4 million recorded in the
1998 third quarter. Excluding the impact of the previously announced
divestitures of the Company's Romac Metals and McKenica divisions, sales for the
1999 and 1998 third quarters were $141.1 million and $126.5 million,
respectively, and EBITDA was $16.0 million and $13.7 million, respectively.
For the first nine months of 1999 sales were up 6% to $449.6 million,
compared to $422.4 million recorded in the comparable nine months of 1998.
Year-to-date 1999 sales included $30.7 million from acquisitions completed after
the 1998 third quarter. The Company reported a 6% increase in EBITDA to $56.3
million for the first nine months of 1999, compared to $53.3 million recorded
for the nine months ended September 30, 1998. Excluding the results of the
divested businesses, sales for the first nine months of 1999 and 1998 were
$431.5 million and $398.6 million, respectively and EBITDA was $55.2 million and
$51.6 million, respectively.
Net income available to common for the 1999 third quarter was $6.3
million, or $3.80 per diluted share, compared to a net loss available to common
of ($17.9) million, or ($6.53) per diluted share, recorded in the 1998 third
quarter. The 1999 third quarter included a gain of $9.6 million related to the
previously announced divestitures and the 1998 third quarter included $24.2
million in merger-related expenses. For the first nine months of 1999 and 1998
the Company reported net losses available to common of ($2.7) million, or
($1.65) per diluted share, and ($10.7) million, or ($2.90) per diluted share,
respectively.
David A. Kauer, Insilco President and CEO, said, "We're very pleased
with the EBITDA improvement for the quarter, which reflects improving margins at
both our Technologies and Specialty Publishing segments. Moreover, we are also
beginning to see the benefits of our Company-wide cost reduction initiatives."
<PAGE>
BUSINESS DISCUSSION
The Company's Automotive Components Group reported 5% sales growth in
the 1999 third quarter to $56.2 million, from $53.4 million reported in the year
earlier third quarter. EBITDA for the Group was $6.7 million and $7.5 million
for the third quarters of 1999 and 1998, respectively. Group performance
reflected continued weakness in demand for aftermarket heat exchangers and
tubing and lower sales of transmission components, offset by $5.5 million of
revenues from the Company's third quarter acquisition of Thermal Transfer
Products, Ltd.
The Company's Technologies Group reported 29% sales growth in the 1999
third quarter to $58.9 million, compared to $45.8 million recorded in the 1998
third quarter. While third quarter 1999 sales included $11.5 million from
acquisitions completed after the 1998 third quarter, the Company also posted
modest organic sales growth in each of its Technologies Group product lines.
EBITDA for the Technologies Group was $8.1 million in the 1999 third quarter,
compared to $6.6 million recorded in the 1998 third quarter. Group performance
was positively impacted by a number of factors, including: substantially
improved power transformer margins, increased utilization of lower-cost
manufacturing facilities, ongoing cost reduction efforts and results from the
acquired businesses.
Sales at the Company's Taylor Publishing business unit were $26.0
million and $27.4 million for the third quarters of 1999 and 1998, respectively.
Taylor's EBITDA increased 41% to $2.4 million from $1.7 million recorded a year
ago, reflecting improved margins as a result of the Company's cost reduction
activities and productivity improvements.
The Company also noted that it received a special cash dividend of $2.4
million from its Thermalex joint venture during the 1999 third quarter and will
receive another special dividend of $5.2 million in the fourth quarter.
Thermalex' sales were up 21% from the year earlier third quarter. For the nine
months of 1999, the Company has received both regular and special cash dividends
of $5.2 million.
CEO COMMENTS
"We are encouraged by the EBITDA improvement posted in the quarter,
which demonstrates that we are making progress along a number of fronts. We are
quite pleased to report that both our EFI stamping and Thermal Transfer heat
exchanger acquisitions were nicely accretive to earnings in the quarter. We also
posted solid improvement at our power transformer business, both in sales and
margin.
"Industrial heat exchanger sales were up slightly in the quarter after
several quarters of declining sales resulting from weak demand, however, lower
sales and margin compression for our automotive tubing and weaker demand for
aftermarket heat exchangers moderated the positive impact to consolidated
results. Unfortunately, during the month of July, we also experienced temporary
production inefficiencies at our transmission component plant, which impacted
both sales and operating income. While the plant was back on track by August, it
was unable to fully overcome the impact July's production problems had on third
quarter operating results. Nonetheless, our outlook for our automotive
businesses remains quite positive. We continue to take appropriate steps to
lower the Automotive Group's cost structure, such as plant rationalizations and
further streamlining of manufacturing processes."
<PAGE>
Kauer concluded, "We remain focused on improving our operating
performance and reducing our leverage by lowering our overall cost structure and
by continuing to focus on potential divestitures of business units that no
longer meet our long-term strategic goals."
Insilco Holding Co., based in suburban Columbus, Ohio, is a diversified
manufacturer of industrial components and a supplier of specialty publications.
The Company's industrial business units serve the automotive, electronics,
telecommunications and other industrial markets, and its publishing business
serves the school yearbook market. The Company had 1998 revenues in excess of
$535 million.
The statements made in this press release which are not historical
facts may be deemed forward looking statements, and, as such, are subject to
certain risks and uncertainties, including statements with respect to the
Company's long-term outlook; growth prospects; slowdown in the electronics
markets; the ability to improve operating efficiencies and to further reduce
expenses; possible acquisitions and divestitures. It is important to note that
results could differ materially from those projected in such forward-looking
statements. Factors which could cause results to differ materially include, but
are not limited to the following: delays in new product introductions, lack of
market acceptance for new products, changes in demand for the Company's
products, changes in market trends, general competitive pressures from existing
and new competitors, adverse changes in operating performance, changes in
interest rates, and adverse economic conditions which could affect the amount of
cash available for debt servicing and capital investments. Further information
concerning factors that could cause actual results to differ materially from
those in the forward-looking statements are contained from time to time in the
Company's SEC filings, including but not limited to the Company's report on Form
10-KA for the year ended December 31, 1998 and the Company's report on Form 10-Q
for March 31 and June 30, 1999. Copies of these filings may be obtained by
contacting the Company or the SEC.
Investor Relations Contact: Michael R. Elia, (614) 791-3117 or write to Insilco
Holding Co., Investor Relations, 425 Metro Place North, Box 7196, Dublin, OH
43017 or call Melodye Demastus, Melrose Consulting (614) 771-0860. You may also
visit our web site at http://www.insilco.com.
<PAGE>
INSILCO HOLDING CO.
Condensed Consolidated Statements of Operations
(Unaudited)
(Amounts in millions except per share data)
FOR THE QUARTER ENDED
Actual
September 30,
---------------------
1999 1998
-------- --------
Sales $ 144.3 $ 135.1
Cost of sales, excluding depreciation 107.3 97.7
Selling, general and administrative expenses,
excluding depreciation 20.8 23.0
Depreciation and amortization expense 5.7 5.1
Significant legal, professional and merger fees - 24.6
Severance, writedown & other 0.2 1.0
Restructuring charge 1.1 -
-------- --------
Operating income 9.2 (16.3)
Interest expense, net (12.0) (8.0)
Equity in net income of Thermalex 0.6 0.7
Other income, net 9.8 0.4
-------- --------
Income (loss) before income taxes 7.6 (23.2)
Income tax benefit (expense) 0.2 6.0
-------- --------
Net income (loss) 7.8 (17.2)
Preferred stock dividend (1.5) (0.7)
======== ========
Net income (loss) available to common $ 6.3 $ (17.9)
======== ========
Regular cash dividend from Thermalex $ - $ -
======== ========
Earnings before other income, interest,
taxes, depreciation, amortization and
one-time items, plus regular cash
dividend from Thermalex $ 16.2 $ 14.4
======== ========
Capital expenditures $ (3.0) $ (4.8)
======== ========
Income (loss) per share available to common $ 3.80 $ (6.53)
======== ========
<PAGE>
INSILCO HOLDING CO.
Condensed Consolidated Statements of Operations
(Unaudited)
(Amounts in millions except per share data)
FOR YEAR TO DATE
Actual
September 30,
---------------------
1999 1998
-------- --------
Sales $ 449.6 $ 422.4
Cost of sales, excluding depreciation
(1999 includes $3.2 of restructuring expenses) 327.1 298.3
Selling, general and administrative expenses,
excluding depreciation (1999 includes $0.2 of
restructuring expenses) 72.4 72.1
Depreciation and amortization expense 17.5 15.8
Significant legal, professional and merger fees 2.5 26.9
Severance, writedown & other 0.8 1.7
Restructuring charge 6.5 -
-------- --------
Operating income 22.8 7.6
Interest expense, net (35.4) (21.7)
Equity in net income of Thermalex 2.6 2.1
Other income, net 10.2 2.5
-------- --------
Income (loss) before income taxes 0.2 (9.5)
Income tax benefit (expense) 1.5 (0.5)
-------- --------
Net income (loss) 1.7 (10.0)
Preferred stock dividend (4.4) (0.7)
======== ========
Net income (loss) available to common $ (2.7) $ (10.7)
======== ========
Regular cash dividend from Thermalex $ 2.8 $ 1.3
======== ========
Earnings before other income, interest, taxes,
depreciation, amortization, and one-time items,
plus regular cash dividend from Thermalex $ 56.3 $ 53.3
======== ========
Capital expenditures $ (10.7) $ (15.7)
======== ========
Income (loss) per share available to common $ (1.65) $ (2.90)
======== ========
<PAGE>
INSILCO HOLDING CO.
(Unaudited)
(Amounts in millions)
SUPPLEMENTAL SEGMENT DATA
<TABLE>
<CAPTION>
Quarter Ended Year to Date
September 30, September 30,
-------------------- --------------------
1999 1998 1999 1998
-------- -------- -------- --------
<S> <C> <C> <C> <C>
SALES
Industrial Businesses:
Technologies Group $ 58.9 $ 45.8 $ 170.2 $ 144.8
Automotive Components 56.2 53.4 169.3 162.3
-------- -------- -------- --------
Total Industrial Businesses 115.1 99.2 339.5 307.1
Specialty Publishing 26.0 27.4 92.0 91.9
Other 3.2 8.5 18.1 23.4
======== ======== ======== ========
Total Sales $ 144.3 $ 135.1 $ 449.6 $ 422.4
======== ======== ======== ========
EBITDA
Industrial Businesses:
Technologies Group $ 8.1 $ 6.6 $ 22.3 $ 22.6
Automotive Components 6.7 7.5 23.1 24.8
-------- -------- -------- --------
Total Industrial Businesses 14.8 14.1 45.4 47.4
Specialty Publishing 2.4 1.7 11.9 9.0
Other 0.2 0.7 1.1 1.7
Unallocated Corporate (1.2) (2.1) (4.9) (6.1)
Regular Thermalex Cash Dividend - - 2.8 1.3
======== ======== ======== ========
Total EBITDA $ 16.2 $ 14.4 $ 56.3 $ 53.3
======== ======== ======== ========
SALES GROWTH VS. PRIOR YEAR
Industrial Businesses:
Technologies Group 28.6% 17.5%
Automotive Components 5.2% 4.3%
-------- --------
Total Industrial Businesses 16.0% 10.6%
Specialty Publishing -5.1% 0.1%
Other -62.4% -22.6%
======== ========
Total Sales 6.8% 6.4%
======== ========
EBITDA % OF SALES
Industrial Businesses:
Technologies Group 13.8% 14.4% 13.1% 15.6%
Automotive Components 11.9% 14.0% 13.6% 15.3%
-------- -------- -------- --------
Total Industrial Businesses 12.9% 14.2% 13.4% 15.4%
Specialty Publishing 9.2% 6.2% 12.9% 9.8%
Other 6.3% 8.2% 6.1% 7.3%
======== ======== ======== ========
Total EBITDA 11.2% 10.7% 12.5% 12.6%
======== ======== ======== ========
</TABLE>
<PAGE>
INSILCO HOLDING CO.
Condensed Consolidated Balance Sheets
(Unaudited)
(Amounts in millions)
<TABLE>
<CAPTION>
September September December
30, 1999 30, 1998 31, 1998
-------- -------- --------
<S> <C> <C> <C>
ASSETS
------
Current assets:
Cash and cash equivalents $ 14.7 $ 4.7 $ 7.4
Receivables, net 106.8 87.8 84.2
Inventories, net 64.4 61.0 64.6
Current portion of deferred taxes 1.9 4.6 6.1
Prepaid expenses 4.6 4.1 4.4
-------- -------- --------
Total current assets 192.4 162.2 166.7
Property, plant and equipment, net 125.0 114.1 114.7
Goodwill, net 26.3 13.2 14.5
Deferred taxes 8.9 2.6 1.9
Investment in unconsolidated subsidiaries 4.0 11.1 9.0
Other assets and deferred charges 19.2 20.0 20.5
======== ======== ========
Total assets $ 375.8 $ 323.2 $ 327.3
======== ======== ========
LIABILITIES AND STOCKHOLDERS' DEFICIT
-------------------------------------
Current liabilities:
Accounts payable $ 38.6 $ 36.6 $ 34.5
Accrued expenses and other 50.7 41.9 56.6
Accrued interest payable 2.8 3.5 4.2
Current portion of deferred taxes 0.5 0.1 1.6
Current portion of long-term debt 1.3 - 1.3
Current portion of long-term obligations 1.1 2.1 1.9
-------- -------- --------
Total current liabilities 95.0 84.2 100.1
Long-term debt 435.4 383.9 383.1
Other long-term obligations 45.0 45.2 46.3
Deferred taxes 1.9 2.6 -
Minority interest 0.1 - -
Preferred stock 38.5 32.7 34.1
Stockholders' deficit (240.1) (225.4) (236.3)
======== ======== ========
Total liabilities and stockholders' deficit $ 375.8 $ 323.2 $ 327.3
======== ======== ========
</TABLE>
<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1999
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________ to ____________
Commission File Number: 0-24813
INSILCO HOLDING CO.
(Exact name of registrant as specified in its charter)
Delaware 06-1158291
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
425 Metro Place North
Fifth Floor
Dublin, Ohio 43017
(Address of principal executive offices) (Zip Code)
614-792-0468
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. (X) Yes ( ) No
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date. As of November 3, 1999,
1,455,335 shares of common stock, $.001 par value, were outstanding.
<PAGE>
INSILCO HOLDING CO. AND SUBSIDIARIES
INDEX TO FORM 10-Q
Page
----
PART I. FINANCIAL INFORMATION
- -------------------------------
Item 1. Financial Statements (unaudited) 4
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 16
Item 3. Quantitative and Qualitative Disclosure About Market Risk 22
PART II. OTHER INFORMATION
- ---------------------------
Item 1. Legal Proceedings 23
Item 2. Changes in Securities and Use of Proceeds 23
Item 3. Defaults upon Senior Securities 23
Item 4. Submission of Matters to a Vote of Securities Holders 23
Item 5. Other Information 23
Item 6. Exhibits and Reports on Form 8-K 23
2
<PAGE>
INSILCO HOLDING CO. AND SUBSIDIARIES
PART I. FINANCIAL INFORMATION
-----------------------------
ITEM 1. FINANCIAL STATEMENTS (UNAUDITED) Page
-------------------------------- ----
Condensed Consolidated Balance Sheets at September 30, 1999
and December 31, 1998 4
Condensed Consolidated Statements of Operations for the three
months and nine months ended September 30, 1999 and 1998 5
Condensed Consolidated Statements of Cash Flows for the nine
months ended September 30, 1999 and 1998 6
Notes to the Condensed Consolidated Financial Statements 7
Independent Auditors' Review Report 15
3
<PAGE>
INSILCO HOLDING CO. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
<TABLE>
<CAPTION>
As of
-----------------------------
September 30, December 31,
1999 1998
------------ ------------
(Unaudited) (Note 1)
<S> <C> <C>
Assets
------
Current assets:
Cash and cash equivalents $ 14,735 7,404
Trade receivables, net 95,188 74,969
Other receivables 11,570 4,337
Receivables from related party - 4,882
Inventories, net 64,381 64,565
Deferred taxes 1,965 6,143
Prepaid expenses and other current assets 4,563 4,387
------------ ------------
Total current assets 192,402 166,687
Property, plant and equipment, net 125,048 114,756
Deferred taxes 8,889 1,902
Other assets and deferred charges 49,485 43,929
------------ ------------
Total assets $ 375,824 327,274
============ ============
Liabilities and Stockholder's Deficit
-------------------------------------
Current liabilities:
Current portion of long-term debt $ 1,264 1,265
Accounts payable 38,581 34,513
Accrued expenses and other 55,113 64,333
------------ ------------
Total current liabilities 94,958 100,111
Long-term debt, excluding current portion 435,438 383,062
Other long-term obligations, excluding current portion 46,902 46,329
Minority interest 100 -
15% Preferred Stock; 3,000,000 shares authorized; 1,497,890 shares
and 1,400,000 shares issued and outstanding at September 30, 1999
and December 31, 1998, respectively 38,525 34,094
Stockholders' deficit:
Common Stock, $.001 par value; 15,000,000 share authorized;
1,455,335 shares and 1,384,614 share issued and outstanding
at September 30, 1999 and December 31, 1998 respectively 1 1
Other stockholder's deficit (240,100) (236,323)
Contingencies (See Note 7)
------------ ------------
Total liabilities and stockholder's deficit $ 375,824 327,274
============ ============
See accompanying notes to the unaudited condensed consolidated financial statements.
</TABLE>
4
<PAGE>
INSILCO HOLDING CO. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
(IN THOUSANDS)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
---------------------------- ----------------------------
1999 1998 1999 1998
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Sales $ 144,254 135,065 449,590 422,388
Cost of products sold (includes restructuring
expenses of $0 and $3,156 for three and nine
months ended 1999, respectively) 107,394 98,072 327,216 298,743
Depreciation and amortization 5,722 5,144 17,507 15,787
Selling, general and administrative expenses
(includes restructuring expenses of $0 and $211
for the three and nine months ended
1999, respectively) 20,956 23,995 75,515 74,698
Merger fees - 24,188 - 25,529
Restructuring charge 1,017 - 6,532 -
------------ ------------ ------------ ------------
Operating income (loss) 9,165 (16,334) 22,820 7,631
Other income expense:
Interest expense (12,101) (8,035) (35,702) (21,840)
Interest income 54 22 347 94
Equity in net income of Thermalex 655 693 2,596 2,144
Other income, net 9,882 405 10,142 2,430
------------ ------------ ------------ ------------
Total other expense (1,510) (6,915) (22,617) (17,172)
------------ ------------ ------------ ------------
Income (loss) before income taxes 7,655 (23,249) 203 (9,541)
Income tax (expense) benefit 175 6,027 1,510 (467)
------------ ------------ ------------ ------------
Income (Loss) 7,830 (17,222) 1,713 (10,008)
Preferred Stock Dividend (1,532) (673) (4,431) (673)
------------ ------------ ------------ ------------
Net income (loss) available to common $ 6,298 (17,895) (2,718) (10,681)
============ ============ ============ ============
Earnings (loss) available per common share:
Basic net income (loss) $ 3.80 (6.53) (1.65) (2.90)
============ ============ ============ ============
Diluted net income (loss) $ 3.80 (6.53) (1.65) (2.90)
============ ============ ============ ============
See accompanying notes to the unaudited condensed consolidated financial statements.
</TABLE>
5
<PAGE>
INSILCO HOLDING CO. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(IN THOUSANDS)
<TABLE>
<CAPTION>
Nine Months Ended
September 30,
------------ ------------
1999 1998
------------ ------------
<S> <C> <C>
Cash flows from operating activities:
Net income (loss) $ 1,713 (10,008)
Adjustments to reconcile net income (loss)
to net cash used in
operating activities:
Depreciation and amortization 17,507 15,787
Deferred taxes (2,708) (268)
Gain on Sale of Romac and McKenica equipment (9,576) -
Other noncash charges and credits 9,656 (1,295)
Change in operating assets and liabilities:
Receivables (17,663) (16,665)
Inventories 5,573 27
Prepaids 244 (1,419)
Payables 2,988 (3,133)
Other current liabilities and other (9,697) (9,270)
------------ ------------
Net cash used in operating activities (1,963) (26,244)
------------ ------------
Cash flows from investing activities:
Proceeds from sale of Romac and McKenica equipment 18,115 -
Other investing activities 5,597 711
Capital expenditures (10,734) (15,714)
Acquisitions, net of cash acquired (48,695) -
------------ ------------
Net cash used in investing activities (35,717) (15,003)
------------ ------------
Cash flows from financing activities:
Proceeds from revolving credit facility 52,343 56,684
Funds received from excess deposited for 10 1/4% bonds 2,032 -
Proceeds from sale of 14% Notes and Warrants - 70,205
Proceeds from sale of minority interest 100 -
Issuance of common stock - 56,008
Issuance of preferred stock and warrants - 35,000
Issuance of Equity Units to Management - 2,659
Proceeds from sale of common stock - 3,281
Cash Merger Consideration - (180,241)
Debt issuance and tender costs - (4,559)
Payment of prepetition liabilities (1,086) (2,735)
Retirement of 10 1/4% bonds (1,526) -
Repurchase of common stock and equity units (2,300) -
Retirement of long-term debt (4,639) (1,171)
------------ ------------
Net cash provided by financing activities 44,924 35,131
------------ ------------
Effect of exchange rate changes on cash 87 124
------------ ------------
Net increase (decrease) in cash and cash equivalents 7,331 (5,992)
Cash and cash equivalents at beginning of period 7,404 10,651
------------ ------------
Cash and cash equivalents at end of period $ 14,735 4,659
============ ============
Interest paid $ 27,709 23,722
============ ============
Income taxes paid $ 776 3,592
============ ============
See accompanying notes to the unaudited condensed consolidated financial statements.
</TABLE>
6
<PAGE>
INSILCO HOLDING CO. AND SUBSIDIARIES
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
SEPTEMBER 30, 1999
(1) Basis of Presentation
---------------------
The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with generally accepted accounting principles
for interim financial information and with the instructions to Form 10-Q
and Article 10 of Regulation S-X. Accordingly, they do not include all of
the information and footnotes required by generally accepted accounting
principles for complete financial statements. In the opinion of management,
all adjustments (consisting of normal recurring accruals) considered
necessary for a fair presentation have been included. Operating results for
the three-month and nine-month periods ended September 30, 1999 are not
necessarily indicative of the results that may be expected for the year
ended December 31, 1999.
The balance sheet at December 31, 1998 has been derived from the audited
financial statements at that date but does not include all of the
information and footnotes required by generally accepted accounting
principles for complete financial statements.
For further information, refer to the consolidated financial statements and
footnotes thereto included in Insilco Holding Co. and Subsidiaries
("Holdings" or the "Company") Annual Report on Form 10-K for the year ended
December 31, 1998.
(2) Significant Transactions
------------------------
The Company was involved in several material transactions in 1998 that
resulted in significant changes to its debt and capital structure. The
following is a brief description of these transactions, for further
information see the Company's Annual Report on Form 10-K for the year ended
December 31, 1998.
The Mergers. On August 17, 1998, a series of transactions involving the
Company was completed. These transactions included, among other things, the
formation by Insilco Holding Co., then a wholly-owned subsidiary of Insilco
Corporation ("Insilco"), of a wholly-owned subsidiary ("ReorgSub"),
followed by the merger of ReorgSub with and into Insilco (the
"Reorganization Merger"), pursuant to which each stockholder of Insilco had
his or her shares of Insilco converted into the same number of shares of
Holdings and the right to receive $0.01 per share in cash, and Holdings
became the parent of Insilco.
Promptly following the Reorganization Merger, a second merger took place
pursuant to which Silkworm Acquisition Corporation ("Silkworm"), an
affiliate of Donaldson, Lufkin & Jenrette Merchant Banking ("DLJMB") merged
with and into Holdings (the "Merger," and together with the Reorganization
Merger, the "Mergers") and each share of Holdings Common Stock was
converted into the right to receive $43.47 in cash and 0.03378 of a share
of Holdings Common Stock. Thus, as a result of the Mergers, each
stockholder of Insilco, in respect of each of his or her shares, received
$43.48 in cash and retained 0.03378 of a share of Holdings Common Stock.
Concurrently with the consummation of the Mergers, the DLJMB Funds
purchased 1,400,000 shares of Holdings 15% Senior Exchangeable Preferred
Stock due 2010 (the "PIK Preferred Stock"), and warrants to purchase 65,603
shares of Holdings Common Stock at an exercise price of $0.001 per share.
Following the Mergers, (i) Insilco's existing stockholders retained, in the
aggregate, approximately 10.1% (9.4% on a fully diluted basis) of the
outstanding shares of Holdings Common Stock; (ii) the DLJMB Funds held
approximately 69.0% (69.8% on a fully diluted basis) of the outstanding
shares of Holdings Common Stock; (iii) 399 Venture Partners Inc., an
affiliate of Citibank, N.A. ("CVC"), purchased shares of Silkworm
7
<PAGE>
INSILCO HOLDING CO. AND SUBSIDIARIES
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
SEPTEMBER 30, 1999
which in the Merger were converted into approximately 19.3% (17.8% on a
fully diluted basis) of the outstanding shares of Holdings Common Stock;
and (iv) management of the Company purchased approximately 1.7% (1.5% on a
fully diluted basis) of the outstanding shares of Holdings Common Stock.
Immediately prior to the effectiveness of the Reorganization Merger, each
outstanding option to acquire shares of the common stock of Insilco granted
to employees and directors, whether or not vested (the "Options") was
canceled and, in lieu thereof, each holder of an Option received a cash
payment in an amount equal to (x) the excess, if any, of $45.00 over the
exercise price of the Option multiplied by (y) the number of shares subject
to the Option, less applicable withholding taxes (the "Option Cash
Payments"). Certain holders of such Options elected to utilize amounts
otherwise receivable by them to purchase equity or equity units of
Holdings.
The Merger Financing: The total amount of cash required to consummate the
foregoing transactions was approximately $204.4 million. This amount was
financed with (i) gross proceeds of approximately $70.2 million from the
issuance by Silkworm of units (which were converted into units of Holdings
(the "Holdings Units") in the Merger), each unit consisting of $1,000
principal amount at maturity of 14% Senior Discount Notes due 2008 (the
"14% Notes") and one warrant to purchase 0.325 of a share of Holdings
Common Stock at an exercise price of $0.01 per share, (ii) the issuance by
Holdings to the DLJMB Funds, CVC and certain members of management of the
Company, for an aggregate consideration of approximately $56.1 million, of
1,245,138 shares of Silkworm common stock (which were converted into
Holdings Common Stock in the Merger), (iii) the issuance to the DLJMB Funds
for an aggregate consideration of $35.0 million of 1,400,000 shares of the
PIK Preferred Stock by Holdings and the DLJMB Warrants to purchase 65,603
shares of Holdings Common Stock at an exercise price of $.001 per share,
and (iv) approximately $43.1 million of new borrowings under the Company's
existing credit facility (the "Existing Credit Facility").
Refinancing of 10 1/4% Subordinated Debt. As a result of the Mergers, the
Company, through Insilco, was required to make an offer to purchase all of
Insilco's outstanding $150 million 10 1/4% Senior Subordinated Notes due
2007 (the "10 1/4% Notes") at 101% of their aggregate principal amount,
plus accrued interest. To fund a portion of the repurchase of the 10 1/4%
Notes, the Company, through Insilco, sold $120 million of 12% Senior
Subordinated Notes due 2007 (the "12% Notes") with warrants to purchase
62,400 shares of Holdings Common Stock at $45 per share on November 9,
1998. The balance of the repurchase was funded by borrowings under
Insilco's Credit Facilities.
In addition, on November 24, 1998, the Company amended and restated
Insilco's Bank Credit Agreement to, among other things, provide for two
Credit Facilities: a $175 million Revolving Facility and a $125 million
Term Facility.
As a result of these transactions, the Company's condensed consolidated
results for the periods presented are not directly comparable. Pro forma
results of operations for the three months and nine months ended September
30, 1998, which assume these transactions occurred at the beginning of the
period, compared to actual results for the three months and nine months
ended September 30, 1999, are as follows (in thousands, except per share
data):
8
<PAGE>
INSILCO HOLDING CO. AND SUBSIDIARIES
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
SEPTEMBER 30, 1999
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
---------------------------- ----------------------------
1999 1998 1999 1998
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Net sales $ 144,254 135,065 449,590 422,388
Income (loss) available to common 6,298 (3,011) (2,718) (2,043)
Diluted earnings (loss) per share available
to common 3.80 (1.83) (1.65) (1.24)
</TABLE>
(3) Acquisitions
------------
On July 20, 1999, the Company, through its wholly-owned subsidiary Insilco,
executed a definitive merger agreement with Thermal Transfer Products,
Ltd., whereby Thermal Transfer Acquisition Corporation, a newly created
wholly-owned subsidiary of Insilco, was merged with Thermal Transfer
Products. The surviving entity, Thermal Transfer Products, Ltd. ("TTP"), is
a wholly-owned subsidiary of Insilco and is a leading manufacturer of
industrial oil coolers and other heat exchanger products. TTP is based in
Racine, Wisconsin. The entire purchase price was financed from borrowings
under the Company's Revolving Credit Facility.
The gross purchase price paid by the Company was $26.5 million. The
purchase price net of cash acquired and including estimated costs incurred
directly related to the transactions was $23.3 million. The merger has been
accounted for using the purchase method of accounting and, accordingly, the
results of operations of TTP have been included in the Company's
consolidated financial statements from July 20, 1999. The preliminary
excess of the purchase price over net identifiable assets acquired is $8.7
million, including costs for employee terminations of $0.1 million, and has
been recorded as goodwill, which is being amortized on a straight-line
basis over 20 years. The Company expects any further purchase price
adjustments to be completed within one year from the date of purchase.
The following unaudited pro forma financial information for the three and
nine months ended September 30 present the Company's combined results of
operations as if the acquisition occurred at the beginning of each period:
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
---------------------------- ----------------------------
1999 1998 1999 1998
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Net sales $ 144,254 142,013 462,067 443,232
Income (loss) available to common 6,298 (17,754) (3,157) (11,818)
Diluted earnings (loss) per share available
to common 3.80 (5.62) (1.91) (3.74)
</TABLE>
On January 25, 1999, the Company, through Insilco, purchased the stock of
Eyelets for Industries, Inc. and EFI Metal Forming, Inc. (collectively
referred to as "EFI") a precision stamping manufacturer, for $25.3 million,
including costs incurred directly related to the transaction. The entire
purchase was financed from borrowings under the Company's Revolving Credit
Facility. The acquisition has been accounted for using the purchase method
of accounting. The preliminary excess of the purchase price over the net
identifiable assets acquired of $3.7 million includes costs for employee
terminations, facility closure and related costs of $0.4 million, has been
recorded as goodwill and is being amortized on a straight-line basis over
20 years and is pending the calculation of deferred taxes. In addition, the
Company also entered into a Sales Participation
9
<PAGE>
INSILCO HOLDING CO. AND SUBSIDIARIES
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
SEPTEMBER 30, 1999
Agreement, which provides for additional payments over the next 13 years
contingent on future sales of a specific product line. The additional
payments, if any, will be accounted for as additional goodwill. The
acquisition did not result in a significant business combination within the
definition provided by the Securities and Exchange Commission and
therefore, pro forma financial information has not been presented.
(4) Divestitures
------------
On August 20, 1999, the Company sold the assets of its welded stainless
steel tubing business (Romac) for $16.5 million, which resulted in a gain
of approximately $9.2 million.
On July 16, 1999, the Company sold certain assets and intellectual property
relating to its heat exchanger machinery and equipment business (McKenica)
for $1.7 million, which resulted in a gain of approximately $0.4 million.
These gains are included in other income on the statement of operations and
the proceeds from the sales were used to pay down $3.7 million of the its
Term Facility and the balance was used to pay down on the Company's
Revolving Facility.
(5) Inventories
-----------
Inventories consisted of the following (in thousands):
As of As of
September 30, December 31,
1999 1999
------------ ------------
Raw materials and supplies $ 29,459 27,238
Work-in-process 17,998 23,559
Finished goods 16,924 13,768
------------ ------------
Total inventories $ 64,381 64,565
============ ============
(6) Capital Stock and Warrants
--------------------------
Through September 30, 1999, the Company accreted $6.5 million towards the
payment of dividends on the PIK Preferred Stock.
As of September 30, 1999, all of the 65,603 PIK Preferred Stock warrants to
purchase 65,603 shares of the Company's Common Stock at a purchase price of
$0.001 per share were exercised. In addition, 69,000 of the 14% Note
warrants to purchase 22,425 shares of the Company's Common Stock at a
purchase price of $0.01 per share were exercised and 69,000 warrants to
purchase 22,425 shares of the Company's Common Stock at a purchase price of
$0.01 per share remain outstanding as of September 30, 1999.
(7) Contingencies
-------------
The Company is implicated in various claims and legal actions arising in
the ordinary course of business. Those claims or liabilities will be
addressed in the ordinary course of business and will be paid as expenses
are incurred. In the opinion of management, the ultimate disposition of
these matters will not have a
10
<PAGE>
INSILCO HOLDING CO. AND SUBSIDIARIES
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
SEPTEMBER 30, 1999
material adverse effect on the Company's consolidated financial position,
results of operations or liquidity.
(8) Segment Information
-------------------
There have been no changes in the basis of segmentation or in the basis of
measurement of segment profit or loss from the Company's December 31, 1998
consolidated financial statements.
Summary financial information by business segment is as follows (in
thousands):
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
---------------------------- ----------------------------
1999 1998 1999 1998
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Net sales:
Automotive Components $ 56,219 53,414 169,313 162,318
Technologies 58,901 45,739 170,163 144,756
Specialty Publishing 25,981 27,381 92,047 91,922
Other 3,153 8,531 18,067 23,392
------------ ------------ ------------ ------------
Total net sales $ 144,254 135,065 449,590 422,388
============ ============ ============ ============
Operating income:
Automotive Components $ 4,287 5,389 16,289 18,390
Technologies 5,695 4,802 15,207 17,380
Specialty Publishing 1,580 740 8,846 5,739
Other 147 411 586 763
Unallocated amounts:
Corporate expenses (1,221) (2,074) (4,940) (6,037)
Significant legal, professional and
merger expenses - (24,567) (2,503) (26,869)
Severance, write-downs and other (1,323) (1,035) (10,665) (1,735)
------------ ------------ ------------ ------------
Total operating income 9,165 (16,334) 22,820 7,631
Interest expense (12,101) (8,035) (35,702) (21,840)
Interest income 54 22 347 94
Equity in net income of Thermalex 655 693 2,596 2,144
Other income, net 9,882 405 10,142 2,430
------------ ------------ ------------ ------------
Income (loss) from operations
before income taxes $ 7,655 (23,249) 203 (9,541)
============ ============ ============ ============
</TABLE>
11
<PAGE>
INSILCO HOLDING CO. AND SUBSIDIARIES
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
SEPTEMBER 30, 1999
A summary of identifiable assets by segment follows (in thousands):
As of As of
September 30, December 31,
1999 1998
------------ ------------
Automotive Components $ 159,373 135,525
Technologies 130,839 96,742
Specialty Publishing 46,205 42,073
Other 85 17,342
Corporate 39,322 35,592
------------ ------------
Total $ 375,824 327,274
============ ============
The significant increase in identifiable assets of Technologies and
Automotive Components relates to the acquisitions of EFI in January 1999
and Thermal Transfer in July 1999, respectively (see Note 3). The decrease
in identifiable assets of other relates to the divestitures of the welded
stainless steel tubing business in August 1999 and the heat exchanger
machinery and equipment business in July 1999 (see Note 4).
(9) Comprehensive Income
--------------------
Comprehensive income (loss) was $8,139,000, and ($17,336,000) for the three
months ended September 30, 1999 and 1998, respectively, including other
comprehensive income consisting of foreign currency translation adjustments
(losses) totaling $309,000 and ($114,000) respectively.
Comprehensive income (loss) for the nine months ended September 30, 1999
and 1998 was $1,706,000 and ($10,032,000), respectively, including other
comprehensive income consisting of foreign currency translation losses
totaling ($7,000) and ($24,000), respectively.
(10) Related Party Transactions
--------------------------
In the first quarter of 1999, the Company received from Donaldson, Lufkin &
Jenrette Securities Corporation ("DLJSC"), an affiliate of DLJMB,
$2,032,000 for funds deposited in excess of the retired 10 1/4% Notes,
which had been included in "Receivables from related parties" at December
31, 1998. In addition, the Company paid DLJSC advisory and retainer fees of
$500,000 and $110,000, respectively, year-to-date September 30, 1999, and
at September 30, 1999 had a payable to DLJSC of $225,000 of retainer fees
for investment banking services.
12
<PAGE>
INSILCO HOLDING CO. AND SUBSIDIARIES
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
SEPTEMBER 30, 1999
(11) Earnings Per Share
------------------
The components of basic and diluted earnings per share were as follows (in
thousands except per share data):
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
---------------------------- ----------------------------
1999 1998 1999 1998
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Net income (loss) $ 7,830 (17,222) 1,713 (10,008)
Preferred stock dividends (1,532) (673) (4,431) (673)
------------ ------------ ------------ ------------
Net income (loss) available for common $ 6,298 (17,895) (2,718) (10,681)
============ ============ ============ ============
Average outstanding shares of common stock 1,657 2,739 1,644 3,677
Dilutive effect of stock options - - - -
------------ ------------ ------------ ------------
Common stock and common
stock equivalents 1,657 2,739 1,644 3,677
------------ ------------ ------------ ------------
Earnings (loss) per share available to common:
Basic $ 3.80 (6.53) (1.65) (2.90)
============ ============ ============ ============
Diluted $ 3.80 (6.53) (1.65) (2.90)
============ ============ ============ ============
</TABLE>
(12) Dividend Restrictions
---------------------
The Company is a holding company and its ability to make payments in
respect of the 14% Notes is dependent upon the receipt of dividends or
other distributions from its direct and indirect subsidiaries. Insilco and
its subsidiaries are parties to the Existing Credit Facility and Insilco is
party to the 12% Note Indenture, each of which imposes substantial
restrictions on Insilco's ability to pay dividends or make other
distributions to the Company. Any payment of dividends or other
distributions will be subject to certain financial conditions set forth in
such indenture and is subject to certain prohibitions contained in the
Existing Credit Facility. Under the most restrictive covenants, $0.8
million was free of limitations on the payment of dividends or other
distributions at September 30, 1999.
(13) Restructuring and Plant Closing Costs
-------------------------------------
During the quarter ended September 30, 1999, the Company recorded
$1,017,000 of restructuring and plant closing costs relating to its
Corporate office restructuring and the announced closing of its Duncan,
South Carolina heat exchanger tubing manufacturing facility. These costs
include $845,000 of employee separation costs, $104,000 in plant closing
costs, and $68,000 of noncash asset impairment costs.
For the nine months ended September 30, 1999, the Company recorded
$9,899,000 of restructuring and plant closing costs relating to corporate
office staff reductions, restructuring of certain heat exchanger and tubing
manufacturing facilities, and the closure of its heat exchanger machinery
and equipment
13
<PAGE>
INSILCO HOLDING CO. AND SUBSIDIARIES
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
SEPTEMBER 30, 1999
manufacturing operation (McKenica) with the objectives of lowering
operating costs and focusing resources on core business units.
The cost of these actions has been reflected in cost of sales ($3,156,000),
SG&A ($211,000) and restructuring and plant closing costs ($6,532,000). The
charge consists of employee separation costs of $3,885,000, asset
impairments of $922,000, remaining noncancellable lease costs $1,267,000,
other exit costs of $1,467,000 and non cash charges of $2,358,000. Employee
separations occurred at manufacturing facilities affected by the plan and
at the corporate office. The decision to exit the heat exchanger machinery
and equipment business decreased cash flows triggering the asset
impairment. The amount of impairment of such assets was based on the
estimated net realizable market value of the assets. Other exit costs
consist of warranty reserves and losses on percentage of completion
contracts. Non cash charges consist of inventory write-downs and accounts
receivable write-offs.
As of September 30, 1999, the Company has an accrual of $3,396,000 relating
to these restructuring charges, which is included in accrued expenses and
other on the balance sheet. A summary of this accrual is as follows:
<TABLE>
<CAPTION>
As of As of
December Cash September
31, 1998 Accruals Outlays 30, 1999
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Restructuring charges:
Employee separations $ - 3,885 (2,176) 1,709
Other exit costs - 1,467 (931) 536
Remaining noncancellable lease costs - 1,267 (116) 1,151
------------ ------------ ------------ ------------
Subtotal $ - 6,619 (3,223) 3,396
============ ------------ ============ ============
Noncash charges 2,358
Asset impairments 922
------------
Total restructuring and plant closing costs $ 9,899
============
</TABLE>
The headcount reduction from these activities was approximately 171
employees.
14
<PAGE>
INDEPENDENT AUDITORS' REVIEW REPORT
THE BOARD OF DIRECTORS AND SHAREHOLDERS
INSILCO HOLDING CO.:
We have reviewed the condensed consolidated balance sheet of Insilco Holding Co.
and subsidiaries as of September 30, 1999, and the related condensed
consolidated statements of operations and cash flows for the three-month and
nine-month periods ended September 30, 1999 and 1998. These condensed
consolidated financial statements are the responsibility of the Company's
management.
We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants. A review of interim financial
information consists principally of applying analytical procedures to financial
data and making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with generally accepted auditing standards, the objective of which is the
expression of an opinion regarding the financial statements taken as a whole.
Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that should
be made to the condensed consolidated financial statements referred to above for
them to be in conformity with generally accepted accounting principles.
We have previously audited, in accordance with generally accepted auditing
standards, the consolidated balance sheet of Insilco Holding Co. and
subsidiaries as of December 31, 1998, and the related consolidated statements of
operations, stockholders' equity (deficit), and cash flows for the year then
ended (not presented herein); and in our report dated February 10, 1999, except
as to the fourth paragraph of Note 7, which is as of March 26, 1999, we
expressed an unqualified opinion on those consolidated financial statements. In
our opinion, the information set forth in the accompanying condensed
consolidated balance sheet as of December 31, 1998 is fairly stated, in all
material respects, in relation to the consolidated balance sheet from which it
has been derived.
Columbus, Ohio
November 3, 1999 /s/ KPMG LLP
15
<PAGE>
PART I. FINANCIAL INFORMATION
-----------------------------
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
---------------------------------------------------------------
RESULTS OF OPERATIONS
---------------------
OVERVIEW
The Company consummated several material transactions in 1998 that resulted in
significant changes to its debt and capital structure and acquired and divested
certain operations during 1999. As a result of these transactions, the Company's
condensed consolidated results for the three-month and nine-month periods ended
September 30, 1999 and 1998 are not directly comparable. Pro forma results of
operations, which assume these transactions occurred at the beginning of their
respective periods, and additional details are presented in Notes 2, 3, and 4 of
the Notes to the Condensed Consolidated Financial Statements.
RESULTS OF OPERATIONS
The discussion that follows is based on a management approach and is consistent
with the basis and manner in which the Company's management internally
disaggregates financial information for the purposes of assisting in making
internal operating decisions. See Note 7 of the Notes to the Condensed
Consolidated Financial Statements for summary financial information by business
segment.
THREE MONTHS ENDED SEPTEMBER 30, 1999 COMPARED TO
-------------------------------------------------
THREE MONTHS ENDED SEPTEMBER 30, 1998
-------------------------------------
Consolidated Results of Operations. Our results for the third quarter of 1999
were impacted by the following:
o We incurred $0.8 million of severance costs relating to
rationalization activities within our operating units and the
reduction of our corporate office staff, which are included in
severance, writedowns and other.
o We incurred $0.5 million of restructuring charges relating to the
closing of the Duncan, South Carolina based heat exchanger tubing
manufacturing facility, which is also included in severance,
writedowns and other.
o On July 20, 1999, we acquired Thermal Transfer Products, LTD ("TTP")
for $23.3 million, net of cash acquired, with borrowings under our
Revolving Facility.
o During the quarter, we sold the assets of our welded stainless steel
tubing business for $16.5 million and sold certain assets and
intellectual property of our heat exchanger machinery and equipment
business for $1.7 million. The combined gain on these sales of $9.6
million is reflected in other income. The proceeds from these
divestitures were used to pay down on our Revolving and Term Loan
Facilities.
Similarly, our results for the third quarter of 1998 were impacted by the
following:
o Merger fees relating to the August 1998 merger with DLJMB of $24.1
million were incurred and are included in significant legal,
professional and merger expenses (see Note 2 of the Notes to the
Condensed Consolidated Financial Statements).
o We incurred $0.4 million in legal fees relating to our antitrust cases
and other significant legal cases and these expenses are included in
significant legal, professional and merger expenses.
o We incurred $0.4 million in relocation expenses in consolidating our
Great Lake and General ThermoDynamics company locations and this
amount is included in severance, writedowns and other.
o We incurred severance costs relating to corporate staff reductions of
$0.7 million and this amount is included in severance, writedowns and
other.
Our net sales for the three months ended September 30, 1999 increased $9.2
million, or 7%, to $144.3 million from $135.1 million for the same period last
year. Sales in the Automotive Components segment increased $2.8, million or 5%,
over last year. Sales in the Technologies segment increased $13.2 million or
29%. Contributing to these sales increases were $17.0 million from this year's
acquisitions of EFI in January and TTP in July and lasts year's
16
<PAGE>
acquisitions of two cable assembly operations in Ireland, which began reporting
in the fourth quarter of 1998. Seasonal sales from the Specialty Publishing
segment decreased by $1.4 million or 5% from last year, because of accelerated
yearbook shipments in the previous quarters. Finally, other segment sales, which
consisted of heat exchanger machinery and equipment and welded stainless steel
tubing products, declined $5.4 million, or 63%, due to the divestiture of the
welded stainless steel tubing products business and the heat exchanger machinery
and equipment business.
Operating income for the three months ended September 30, 1999 increased $25.5
million to $9.2 million from a loss of ($16.3) million for the same period last
year. The 1999 and 1998 results reflect $1.3 million and $21.0 million,
respectively, in charges and expenses relating to the actions mentioned earlier.
Without these charges, operating income for the three months ended September 30,
1999, would have increased $5.8 million to $10.5 million from $4.7 million for
the same period last year. Operating income for the Automotive Components
segment declined $1.1 million, or 20%, reflecting continued weakness in demand
for aftermarket heat exchangers and tubing and lower sales of transmission
components. Operating income from the Technologies segment increased $0.9
million, or 19%, as a result of improved power transformer margins, increased
utilization of lower-cost manufacturing facilities, ongoing cost reductions and
the results from the acquired businesses. Operating income from the Specialty
Publishing segment rose $0.8 million, or 114%, as a result of process
improvements and improved on-time deliveries. Other segment operating income
decreased $0.3 million, as a result of the divestitures. Lower corporate
expenses reflect corporate staff reductions made at the end of June 1999.
Interest expense for the quarter ended September 30, 1999 increased $4.1 million
to $12.1 million from $8.0 million last year, reflecting the higher interest
rates of our 1998 debt offerings and higher debt levels as a result of our
acquiring EFI and Thermal Transfer Products and the merger with DLJMB.
Other income increased $9.4 million due to the gain recorded on the sale of our
welded stainless steel tubing products business (Romac), recorded in the current
quarter.
We had an income tax benefit for the period of $0.2 million compared to a
benefit of $6.0 million last year due to the pre-tax loss in the third quarter
of 1998. The effective income tax benefit rate of 2% for the third quarter of
1999 increased from the 1998 third quarter income tax benefit rate of 26%
because our pretax income of $7.7 million for the third quarter of 1999
increased from the 1998 third quarter pretax loss of $23.2 million.
Automotive Components Segment. Net sales for the quarter increased $2.8 million,
or 5%, to $56.2 million from $53.4 million in the same period last year. Current
quarter sales benefited $5.6 million from our acquisition of Thermal Transfer
Products, which was acquired July 20, 1999. Weakness in demand for aftermarket
heat exchangers and tubing and lower sales of transmission components, as well
as an unfavorable foreign currency exchange rate relative to our Germany based
business unit resulted in lower sales for the quarter. Sales of industrial
radiators were ahead of last year's third quarter revenues by 3%.
Operating income for the period decreased $1.1 million, or 20%, to $4.3 million
from $5.4 million last year. This decline was primarily the result of the lower
sales, especially lower copper and brass tubing sales, which generally provide
higher margins. Operating margins fell to 7.6% from 10.0% last year, reflecting
the tubing mix change and lower sales.
Technologies Segment. Net sales for the period increased $13.2 million, or 29%,
to $58.9 million from $45.7 million last year. Sales from our acquisition of EFI
and two cable assembly operations in Ireland, which began reporting after
September 30, 1998, accounted for approximately $11.5 million in new revenues.
Higher power transformer sales and domestic wire and cable assembly sales were
partially offset by lower sales of patch cord assemblies. Connector sales
continue to reflect pricing pressures on certain connector products.
Operating income for the quarter increased $0.9 million, or 19%, to $5.7 million
from $4.8 million last year. The
17
<PAGE>
increase was due to the higher sales and rationalization of our manufacturing
facilities to better utilize our lower cost facilities, particularly for cable
assemblies and transformer products and the results of the acquired businesses.
Operating margins fell to 9.7% from 10.5% last year reflecting product mix
changes and pricing pressures on certain connector products.
Specialty Publishing Segment. Sales decreased by $1.4 million, or 5%, from last
year, because of accelerated yearbook shipments in the previous quarters.
Operating income rose $0.8 million, or 114%, reflecting cost reduction
activities and productivity improvements implemented last year.
Other Segment. Net sales declined $5.4 million, or 63%, to $3.1 million from
$8.5 million last year. The decline was due to the divestiture of the welded
stainless steel tubing products business and the heat exchanger machinery and
equipment business.
Other segment operating income decreased $0.3 million to $0.1 million from $0.4
million last year as a result of the divestitures.
NINE MONTHS ENDED SEPTEMBER 30, 1999 COMPARED TO
NINE MONTHS ENDED SEPTEMBER 30, 1998
Consolidated Results of Operations. Our results for the first nine months of
1999 were impacted by the following:
o We announced the closing of our heat exchanger machinery and equipment
business (McKenica) and took a $5.8 million charge relating to this
action, which is included in severance, writedowns and other.
o We announced the closing of our Duncan, South Carolina heat exchanger
tubing manufacturing facility and took a $0.5 million charge relating
to this action, which is included in severance, writedowns and other.
o We announced the restructuring of our corporate staff and rationalized
activities within our operating units and took a $4.3 million charge
relating to this action, which is included in severance, writedowns
and other.
o As part of our reorganization, we created a separate legal entity to
better manage our future health care costs. Consulting fees relating
to the analysis of potential cost benefits and the expense of
establishing this subsidiary were $1.8 million and are included in
significant legal, professional and merger expenses.
o We incurred $0.7 million of legal fees relating to our antitrust and
other significant legal cases, which are included in significant
legal, professional and merger expenses.
o During the period, we acquired EFI and TTP with $48.7 million of
borrowings under our Revolving Facility.
o We sold the assets of our welded stainless steel tubing business for
$16.5 million and sold certain assets and intellectual property of our
heat exchanger machinery and equipment business for $1.7 million. The
combined gain on these sales of $9.6 million is reflected in other
income. The proceeds from these divestitures were used to pay down on
our Revolving and Term Loan Facilities.
Similarly, our results for the first nine months of 1998 were impacted by the
following:
o Merger fees relating to the August 1998 merger with DLJMB of $25.5
million were incurred and are included in significant legal,
professional and merger expenses (see Note 2 of the Notes to the
Condensed Consolidated Financial Statements).
o We incurred $1.4 million in legal fees relating to our antitrust and
other significant legal cases and these expenses are included in
significant legal, professional and merger expenses.
o We incurred $0.4 million in relocation expenses in consolidating our
Great Lake and General ThermoDynamics company locations and this
amount is included in severance, writedowns and other.
o We incurred severance costs relating to corporate staff reductions of
$1.4 million and these amounts are included in severance, writedowns
and other.
18
<PAGE>
Our net sales for the nine months ended September 30, 1999 increased $27.2
million, or 6%, to $449.6 million from $422.4 million for the same period last
year. Sales in the Automotive Components segment increased $7.0 million or 4%
over last year. Sales in the Technologies segment increased $25.4 million or
18%. Contributing to these sales increases were $30.7 million from this year's
acquisitions of EFI in January, TTP in July 1999 and last year's acquisition of
two cable assembly operations in Ireland. Seasonal sales from the Specialty
Publishing segment were flat with the prior year. Finally, other segment sales,
which include heat exchanger machinery and equipment and welded stainless steel
tubing products declined by $5.3 million, or 23%, from the prior year as a
result of our divesting of the two business units that comprise this segment.
Operating income for the nine months ended September 30, 1999 increased $10.6
million, or 86%, to $22.9 million from $12.3 million for the same period last
year. The 1999 and 1998 results reflect $13.1 million and $24.0 million,
respectively, in charges and expenses relating to the actions mentioned earlier.
Without these charges, operating income for the nine months ended September 30,
1999 would have decreased $0.3 million to $36.0 million from $36.3 million for
the same period last year. Operating income for the Automotive Components
segment declined $2.1 million or 11%. Aftermarket tubing sales, which generally
provide higher margins for our tubing products, have lagged behind the prior
year and are offsetting higher operating income from our vehicle heat exchanger
products. Operating income from the Technologies segment declined $2.2 million,
or 13%, as a result of lower sales in core product lines reflecting a weakness
in worldwide demand for electronic components during the first half of 1999.
Operating income from the Specialty Publishing segment rose $3.1 million, or
54%, as a result of process improvements and improved on-time deliveries. Other
segment operating income decreased $0.2 million, or 23%, due to the
divestitures. Lower corporate expenses reflect corporate staff reductions made
at the end of June 1999.
Interest expense for the nine months ended September 30, 1999 increased $13.9
million to $35.7 million from $21.8 million last year, reflecting the higher
interest rates of our 1998 debt offerings and higher debt levels as a result of
our acquiring EFI and Thermal Transfer Products and the merger with DLJMB.
Other income increased $8.2 million due to the gain recorded on the sale of our
welded stainless steel tubing products business (Romac).
We had an income tax benefit of $1.5 million for the period compared to an
expense of $0.5 million last year. This change in our effective tax rate
occurred because the merger expenses incurred in the prior year were mainly not
tax deductible, while the gain on the sale of a business was not taxable in the
current year.
Automotive Components Segment. Net sales for the nine-month period increased
$7.0 million, or 4%, to $169.3 million from $162.3 million in the same period
last year. Sales benefited $5.6 million from our acquisition of Thermal Transfer
Products, which was acquired July 20, 1999. Transmission component, vehicle heat
exchanger, and heat exchanger tubing sales were up 3%, collectively, from the
same period last year. Copper and brass tubing sales, which generally provide
higher margins, declined 26% from the same period last year due to weaker demand
for industrial and aftermarket radiators. Sales of industrial radiators trail
last year's same period revenues by 11%.
Operating income for the period decreased $2.1 million, or 11%, to $16.3 million
from $18.4 million last year. This decline was the result of lower copper and
brass tubing sales. Operating margins fell to 9.6% from 11.3% last year,
reflecting the tubing mix change and lower industrial radiator sales.
Technologies Segment. Net sales for the period increased $25.4 million, or 18%,
to $170.2 million from $144.8 million last year. Sales from our acquisition of
EFI and two cable assembly operations in Ireland, which began reporting after
September 30, 1998, accounted for approximately $30.7 million in new revenues.
Offsetting these new revenues were lower domestic cable assembly, transformer,
precision stampings and patch cord assembly sales, reflecting inventory
corrections and weakness in worldwide demand for electronic components during
the first half of 1999.
19
<PAGE>
Operating income declined $2.2 million, or 13%, to $15.2 million from $17.4
million last year. The decline was due to the lower sales mentioned above.
Operating margins fell to 8.9% from 12.0% last year reflecting product mix
changes and pricing pressures on certain connector products.
Specialty Publishing Segment. Seasonal net sales were flat with the prior year
at $92.0 million.
Operating income rose $3.1 million, or 54%, to $8.8 million from $5.7 million,
as a result of process improvements and improved on-time deliveries.
Other Segment. Net sales decreased $5.3 million due to the divestitures.
Operating income decreased $0.2 million, or 23%, due to the divestitures.
LIQUIDITY AND CAPITAL RESOURCES
Operating Activities. For the nine months ended September 30, 1999, net cash
used in operating activities was $2.0 million compared to $26.2 million used in
operating activities during same period last year. The $24.2 million reduction
in cash requirements was due to increased net income and improved working
capital management, including inventories and accounts payable.
Through September 30, 1999, we paid $11.0 million in interest on our 12% Senior
Subordinated Notes due 2007.
Investing Activities. Capital expenditures for the nine months ended September
30, 1999 were $5.0 million less than the comparable period for 1998. We expect
our 1999 capital expenditures to be slightly less than 1998. Capital spending
allocations during the period were 45% to the Automotive Components segment and
47% to the Technologies segment.
We borrowed $48.7 million under our Revolver Facility to acquire EFI and Thermal
Transfer Products. Year-to-date we have received cash dividends of
$5.2 million from our investment in Thermalex compared to $1.3 million
received year to date last year. We also received an additional $5.2 million
in cash dividends on October 27, 1999.
We received proceeds of $16.5 million on the sale of our welded stainless steel
tubing products business and $1.7 million of proceeds from the sale of certain
equipment and intellectual property of our heat exchanger machinery and
equipment business.
Financing Activities. During the first nine months of 1999, we purchased the
remaining $1.5 million of outstanding 10 1/4% Senior Notes. We used the proceeds
from the divestitures, discussed in Investing Activities, to pay down our
Revolving and Term Loan Facilities.
We expect our principal sources of liquidity to be from our operating activities
and funding from the Revolving Facility. We are also investigating the potential
divestiture of business units that no longer meet our longer-term strategic
goals. We expect that these sources will enable us to meet our cash requirements
for working capital, capital expenditures, interest, taxes, debt repayments and
to execute our acquisition strategies for the foreseeable future.
Accumulated Deficit. At September 30, 1999, we had a stockholder's deficit
totaling $240.1 million, which is a result of both the Mergers (see Note 2 of
the Notes to the Condensed Consolidated Financial Statements) and the 1997 share
repurchases as described in our Annual Report on Form 10-K for the year ended
December 31, 1998.
20
<PAGE>
MARKET RISK AND RISK MANAGEMENT
Our general policy is to use foreign currency borrowings as needed to finance
our foreign currency denominated assets. We use such borrowings to reduce our
asset exposure to the effects of changes in exchange rates - not as speculative
investments. As of September 30, 1999, we did not have any derivative
instruments in place for managing foreign currency exchange rate risks.
At the end of the third quarter of 1999, we had $235.6 million in variable rate
debt outstanding. A one-percentage point increase in interest rates would
increase the amount of annual interest paid by approximately $2.3 million. As of
September 30, 1999, we had no interest rate derivative instruments in place for
managing interest rate risks.
THE YEAR 2000 ISSUES
As is more fully described in our Annual Report on Form 10-K for the year ended
December 31, 1998, we commenced an assessment in 1996 of the potential effects
of the Year 2000 issue on our business, financial condition and results of
operations. The costs incurred to implement our Year 2000 compliance program
have been immaterial. Our management estimates future costs of addressing the
potential Year 2000 issue will remain immaterial. Our Year 2000 compliance
program is directed primarily towards ensuring that we will be able to continue
to perform three critical functions: (i) make and sell products; (ii) order and
receive raw material and supplies; and (iii) pay our employees and vendors. It
is difficult, if not impossible, to assess with any degree of accuracy the
impact on any of these three areas of the failure of one or more aspects of our
compliance program.
The novelty and complexity of the issues presented and the proposed solutions
therefore and our dependence on the technical skills of employees and
independent contractors and on the representations and preparedness of their
parties are among the factors that could cause our efforts to be less than fully
effective. Moreover, Year 2000 compliance issues present a number of risks that
are beyond our reasonable control, such as failure of utility companies to
deliver electricity, the failure of telecommunications companies to provide
voice and data services, the failure of financial institutions to process
transactions and transfer funds, the failure of vendors to deliver materials and
perform services required by us and the collateral effects on us of the effects
of Year 2000 issues on the economy in general or on our customers in particular.
Although we believe that our Year 2000 compliance program has appropriately
identified and addressed potential Year 2000 issues that are subject to our
reasonable control, there can be no assurance that our efforts in this regard
will be fully effective or that Year 2000 issues will not have a material
adverse effect on our business, financial condition or results of operations.
Our Year 2000 compliance program is essentially in place, subject to numerous
assumptions about future events including the continued availability of certain
resources and other factors. Therefore, there can be no guarantee that our
program will fully address all possible Year 2000 issues and our actual results
could differ materially from our expectations. Specific factors that might cause
such material differences include, but are not limited to, the availability and
cost of personnel trained in this area, the ability to locate and correct all
relevant computer codes and similar uncertainties.
The information above contains forward-looking statements, including, without
limitation, statements relating to our plans, strategies, objectives,
expectations, intentions, and adequate resources that are made pursuant to the
"safe harbor" provisions of the Private Securities Litigation Reform Act of
1995. Readers are cautioned that forward-looking statements about Year 2000
should be read in conjunction with our disclosures under the heading Forward
Looking Information.
21
<PAGE>
FORWARD-LOOKING INFORMATION
Except for the historical information contained herein, the matters discussed in
this Form 10-Q included in "Management's Discussion and Analysis of Financial
Condition and Results of Operations" include "Forward-Looking Statements" within
the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. Although we
believe that the expectations reflected in the Forward-Looking Statements
contained herein are reasonable, no assurance can be given that such
expectations will prove to have been correct. Certain important factors that
could cause actual results to differ materially from expectations ("Cautionary
Statements") include, but are not limited to the following: delays in new
product introductions, lack of market acceptance of new products, changes in
demand for our products, changes in market trends, operating hazards, general
competitive pressures from existing and new competitors, effects of governmental
regulations, changes in interest rates, and adverse economic conditions which
could affect the amount of cash available for debt servicing and capital
investments. All subsequent written and oral Forward-Looking Statements
attributable to us or persons acting on our behalf are expressly qualified in
their entirety by the Cautionary Statements.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
---------------------------------------------------------
The information called for by this item is provided under the caption "Market
Risk and Risk Management" under Item 2 - Management's Discussion and Analysis of
Financial Condition and Results of Operations.
22
<PAGE>
PART II. OTHER INFORMATION
--------------------------
ITEM 1. LEGAL PROCEEDINGS
-----------------
(None)
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
-----------------------------------------
(None)
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
-------------------------------
(None)
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS
-----------------------------------------------------
(None)
ITEM 5. OTHER INFORMATION
-----------------
(None)
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
--------------------------------
(a) Exhibits
27 - Financial Data Schedule
(b) Reports on Form 8-K
A report, dated July 20, 1999, on Form 8-K was filed during the
quarter ended September 30, 1999, pursuant to Items 2 and 7 of that
form.
A report dated August 5, 1999, on Form 8-K was filed during the
quarter ended September 30, 1999, pursuant to Items 5 and 7 of that
form.
A report dated August 24, 1999 on Form 8-K was filed during the
quarter ended September 30, 1999, pursuant to Item 5 and 7 of that
form.
A report dated July 20, 1999 on Form 8-K/A was filed with the SEC on
October 4, 1999, pursuant to Item 7 of that form.
23
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
INSILCO HOLDING CO
--------------------------
Date: November 5, 1999 By: /s/ Michael R. Elia
----------------------
Michael R. Elia
Senior Vice President and
Chief Financial Officer
24
<PAGE>
EXHIBIT 27
FINANCIAL DATA SCHEDULE
ARTICLE> 5
TABLE>
S> C>
PERIOD-TYPE> 3-MOS
FISCAL-YEAR-END> DEC-31-1999
PERIOD-START> JUL-01-1999
PERIOD-END> SEP-30-1999
CASH> 14735
SECURITIES> 0
RECEIVABLES> 98730
ALLOWANCES> (3542)
INVENTORY> 64381
CURRENT-ASSETS> 192402
PP&E> 215708
DEPRECIATION> (90660)
TOTAL-ASSETS> 375824
CURRENT-LIABILITIES> 94958
BONDS> 199677
PREFERRED-MANDATORY> 45055
PREFERRED> 0
COMMON> 1
OTHER-SE> (240099)
TOTAL-LIABILITY-AND-EQUITY> 375824
SALES> 144254
TOTAL-REVENUES> 144254
CGS> 112005
TOTAL-COSTS> 112005
OTHER-EXPENSES> 0
LOSS-PROVISION> 1299
INTEREST-EXPENSE> 12101
INCOME-PRETAX> 7655
INCOME-TAX> 175
INCOME-CONTINUING> 7830
DISCONTINUED> 0
EXTRAORDINARY> 0
CHANGES> 0
NET-INCOME> 7830
EPS-BASIC> 3.8
EPS-DILUTED> 3.8
/TABLE>
